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40 <br />ESCROW AGREEMENT <br />This Escrow Agreement (the "Agreement") is between <br />Indian River County, Florida (the "Issuer"), Robert H. Davis and <br />William A. Davis (collectively, the "Proprietor"), Rarnett Bank <br />of South Florida, N.A., Miami, Florida (the "Purchaser"), and <br />Robert A. Koppen (the "Escrowee"), and is dated December 29, <br />1982, <br />BACKGROUND FACTS <br />1. A resolution of the Board of County Commissioners of <br />the Issuer, duly adopted on November 3, 1982, authorized the <br />issuance of not exceeding $850,000 Industrial Development Revenue <br />Bonds, Series 1982 (Rampmaster Project), the "Bonds," to provide <br />for the acquisition and construction of a capital project in the <br />area of the Issuer. <br />2. The Bonds were validated and confirmed by final <br />judgment (the "Judgment") of the Circuit Court, Nineteenth <br />Judicial Circuit, in and for Indian River County, Florida, and <br />the appeal period (the "Appeal Period") will expire midnight, <br />January 3, 1983. <br />3. The Purchaser, the Proprietor and the Issuer have <br />entered into a Bond Purchase Agreement providing for the delivery <br />of the Bonds to the Purchaser, and the payment therefor, in <br />escrow, pending expiration of the Appeal Period. <br />4. The parties to this Agreement desire to reduce the <br />terms and conditions of the escrow to writing and name an escrow <br />holder. <br />AGREEMENT <br />Section 1. Terms of Escrow. The Bonds, in the form of <br />a single, fully registered Bond in the denomination of $850,000, <br />shall be delivered to the Purchaser on December 29, 1982, by <br />placing them in escrow with the Escrowee pending expiration of <br />the Appeal Period. The purchase price for the Bonds shall be <br />paid to the Issuer on December 22, 1982, by delivery of <br />clearinghouse funds in the amount of $850,000 to the Escrowee <br />pending expiration of the Appeal Period. On December 29, 1982, <br />the Escrowee shall deposit such clearinghouse funds with the <br />Purchaser, as depository, and invest the same in accordance with <br />the written instructions of the Proprietor, as approved by the <br />Purchaser. All transaction documents and opinions regarding the <br />-1- <br />